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Enron, the 7th largest U.S. Company in 2001, filed for bankruptcy in December 2001. Enron investors and retirees were left with worthless stock. Enron was charged with securities fraud (fraudulent manipulation of publicly reported financial results, lying to SEC,) QUESTION: In what ways are security market moral hazard problems at the heart of the Enron bankruptcy scandal?
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Enron was a Houston-based natural gas pipeline company formed by merger in 1985. By early 2001, Enron had morphed into the 7th largest U.S. Company and the largest U.S. buyer/seller of natural gas and electricity. Enron was heavily involved in energy brokering, electronic energy trading, global commodity and options trading, etc.
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Enron would then schedule the routing of this energy all the way back to bus
A so that no energy was actually bought or sold by Enron in net terms. It was purely a routing scheme.
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Investigative Findings
capital investments not expected to generate significant cash flow in short term.
Maintaining Enrons credit ratings at an investment grade (e.g., BBB- or higher by S&P) were vital to Enrons energy trading business.
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structured as special purpose entities (SPEs) that could borrow from outside investors without having to be consolidated into Enrons balance sheet. SPE 3% Rule: No consolidation needed if at least 3% of SPE total capital was owned independently of Enron.
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Enron later used SPE partnerships under 3% rule to hide bad bets it had made on speculative assets by selling these assets to the partnerships in return for IOUs backed by Enron stock as collateral! (Over $1 billion by 2002)
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CALPERS
ENRON
JEDI
$250 Mil in Enron Stock
1993
High-Risk Assets IOUs
It creates another partnership Chewco (named for the Star Wars character Chewbacca) to buy out Calpers stake in JEDI for $383 million. Enron plans to back short-term loans to Chewco to permit it to buy out Calpers stake for $383 million.
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CALPERS
ENRON
JEDI
$383 million buyout Short-term loans $383 million
CHEWCO
This is the plan.
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Case StudyContinued
Chewco needs $383 million to give Calpers It gets.. $240 mil loan from Barclays bank guaranteed by Enron
$132 mil credit from JEDI (whose only asset is Enron stock) Chewco still must get 3% of $383 million (about $11.5 million) from some outside source to avoid inclusion of JEDIs debt on Enrons books (SEC filing, 1997).
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Case StudyContinued
Chewco Capital Structure: Outside 3% $125,000 from William Dodson & Michael Kopper (an aide to Enron CFO Fastow) $11.4 mil loans from Big River and Little River (two new companies formed by Enron expressly for this purpose who get a loan from Barclays Bank)
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Bank begins to doubt the strength of the new companies Big River and Little River.
It
requires a cash reserve of $6.6 million to be deposited (as security) for the $11.4 million dollar loans. This cash reserve is paid by JEDI, whose net worth by this time consists solely of Enron stock, putting Enron in the at-risk position for this amount (red arrow on the next slide.)
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CALPERS JEDI
Enron now sole partner
Big River
Chewco
An entity supposedly independent of Enron
Kopper
In first quarter of 2000, the increase in price of Enron stock held by JEDI resulted in $126 million in profits to Enron.
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Company Report
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Jeff Skilling (24 year prison sentence 10/23/06)? CEO Kenneth Lay (died 7/23/06 with charges pending)? Media exaggeration and frenzy? Stock analysts who kept pushing Enron stock?
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largely in stock to align their interests with shareholders. Directors can sell out early based on insider information.
When senior executives are charged with failure to abide by SEC rulings, the company typically pays the fine.
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publicly held companies, to promote and improve the quality and transparency of financial reporting by internal and external auditors.
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References
Chron.Com
Special Report: The Fall of Enron, www.chron.com/news/specials/enron/ George Benston et al., Following the Money: The Enron Failure and the State of Corporate Disclosure, AEI-Brookings Joint Center for Regulatory Studies, Washington, D.C., 2003
www.aei-brookings.org/admin/authorpdfs/page.php?id=242
Prof.